FMC to Buy Auriga's Cheminova

NEW YORK (The Deal) -- Chemicals maker FMC ( FMC)  has agreed to buy crop-protection products maker Cheminova from holding company Auriga Industries for just over 10.5 billion Danish kroner ($1.8 billion), bulking up its agricultural operation ahead of a planned breakup.

Philadelphia-based FMC will pay Dkr8.54 billion in cash and assume Dkr2 billion in debt to get hold of the Harboore, Denmark-based operation, which is Auriga's only business. The deal equates to a valuation of about Dkr 333 per Auriga share, the listed seller said.

FMC CEO Pierre Brondeau in March announced plans to split his group into two public companies by separating its nutritional and agricultural operations from its minerals businesses. The addition of Cheminova will boost sales at FMC's agricultural division by about 30%, or $1.15 billion, expand its presence in Europe and Latin America and give it access to new treatments to protect cereals, sugarcane, soybeans and cotton.

"Cheminova is a company that we have long considered to be an attractive potential partner," Brondeau said in a statement. "This transaction will broaden our agricultural solutions portfolio and significantly strengthen our market access in key agricultural end markets."

FMC's deal follows in the footsteps of U.S. chemical-sector holding company Platform Specialty Products Corp., which has snapped up two crop protection operations this year. Platform Specialty, which was created by Jarden Corp. CEO and chairman Martin Franklin, in August agreed to pay €300 million ($389 million) for Belgium's Agriphar Group, and in April spent $1 billion on the agricultural unit of Chemtura Corp.

FMC will pay about 13 times earnings for Cheminova, based on the €110 million of Ebitda reported on the target's website. That is in line with the about 12 times earnings that Platform Specialty paid for Agriphar and a little higher than the 10 times earnings that it paid for the Chemtura unit.

FMC said on Monday it will sell its Alkali Chemicals unit to ease pressure on a balance sheet that will take on new debt to fund the acquisition of Cheminova.

"A sale of Alkali Chemicals will allow us to de-lever to a point that is appropriate for our business profile," said Brondeau. "Alkali Chemicals is a well-run, highly profitable and cash generative business, and we are confident it will attract many interested buyers."

The sale of the Alkali unit is expected to complete by mid-2015.

Auriga, which is listed in Copenhagen, said it will distribute all the proceeds of the sale of Cheminova to its shareholders. The company expects to hand back between Dkr323 and Dkr325 per share once it has paid transaction costs and repaid debts. Once that process is completed it will delist and liquidate its few remaining assets.

Shareholders of the Danish company will be asked to vote on the sale "within a week." Auriga said that holders of more than 50% of its stock had agreed to back the sale. Those supporters include Denmark's Aarhus University, which is the Auriga's largest shareholder, with about 40% of the company. The sale is expected to close in early 2015.

Auriga is taking financial advice from JPMorgan & Co. and legal counsel from Gorrissen Federspiel. FMC tapped Goldman, Sachs & Co. and Citigroup Inc. for financial advice. It took legal counsel from Wachtell, Lipton, Rosen & Katz.

Shares in Auriga traded Monday morning at Dkr310.5, up Dkr5.5, or just under 2%, on their Friday close. FMC shares closed Friday at $65.60.

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